<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form 10-QSB



(Mark One)

X Quarterly report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended June 30, 2001.

_____ Transaction report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to __________.

Commission File No.:  0-30851

                   DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                    (Name of small business in its charter)

                  Nevada                                        88-0404114
(State or other Jurisdiction of Incorporation)           (IRS Employer Id. No.)

Unit 10, 8980 Fraserwood Court
Burnaby, British Columbia
Canada                              V5J 5H7
(Address of Principal Office)

Issuer's telephone number:  (604) 438-3598

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes    X     No ______
    -------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. At June 30, 2001, there were
12,906,000 common shares outstanding with a par value of $0.0004.

Transitional Small Business Disclosure Format (Check one):
Yes _______  No   X
               -------
<PAGE>

PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

The unaudited financial statements of the registrant for the three-month periods
ended June 30, 2001 and June 30, 2000 are set forth at the end of this Form
10-QSB. The financial statements reflect all adjustments which are, in the
opinion of management, necessary so as to ensure a fair statement of the results
for the interim period presented.


                              -insert financials-


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the accompanying
financial statements for the three-month periods ended June 30, 2001 and June
30, 2000 and the Annual Report Form 10-KSB for the fiscal year ended December
31, 2001 filed by the Company on April 17, 2001 for the 2000 fiscal year.

Special Note Regarding Forward-Looking Statements - Certain statements in this
report and elsewhere (such as in other filings by the Company with the
Securities and Exchange Commission, press releases, presentations by the Company
or its management and oral statements) may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Words such as "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates", and "should" and variations of these words and similar
expressions, are intended to identify these forward-looking statements. The
Company undertakes no obligation to publicly release the result of any revisions
to these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Results of operations - comparison of the three month periods ended June 30,
2001 and June 30, 2000.

The Company is a development stage company and, through its wholly owned Chinese
foreign enterprise Tianjin Navada Digital World Technologies Co. Ltd., will
manage the operations of a Chinese domestic enterprise, CNTime Group, pursuant
to the terms of a profit sharing agreement ("PSA") which provides for the
Company to receive 80% of the profits from the operations of the Chinese venture
with the Company required to provide certain agreed upon capital. In the event
that the Company is unable to (i) provide the required capital or (ii) obtain an
extension for providing the capital, the profit allocation under the PSA will be
adjusted based

                                       2
<PAGE>

on the percentage of capital actually contributed. The original PSA dated May
2000 was amended on May 31, 2001 - details of which are included in ITEM 5 of
this Form 10QSB.

Formal operations have not as yet commenced. There was no revenue for the
current quarter compared to $753 in interest income earned during the
corresponding period in 2000. Expenses during the quarter, which included costs
of operations of Digital Village World Technologies (Canada) Inc. ("DV-Canada"),
which was acquired by the Company on December 18, 2000, were $26,949 as compared
to $21,842 for the corresponding period in 2000. The 2001 figure included a
$6,758 provision for depreciation. As a result, for the quarter ended June 30,
2001, the Company had a net loss of $36,747, as compared to a loss of $21,089
for the same quarter of 2000.

General and administrative expenses were $20,191 for the three-month period
ended June 30, 2001 compared to $21,842 for the corresponding period in 2000.
The expenses were primarily due to operating costs of DV-Canada which included
expenditures of $8,362 for rental expenses, $1,995 in telephone and utilities
costs and $7,817 for travel and promotion. The three-month period ended June 30,
2000 included a cost of $20,000 for consulting in respect to preparation of the
corporate business plan. Salaries and benefits expenses were $9,798 for the
period ended June 30, 2001 compared to an insignificant amount in the
corresponding period in 2000.

The Company expects to continue to incur a loss as a result of the expenses
associated with the reporting requirements of the Securities Exchange Act of
1934, costs related to launch of Chinese operations and continuation of the
Canadian business.

Results of operations - comparison of the six-month period ended June 30, 2001
and June 30, 2000.

For the six-month period ended June 30, 2001, revenues were $3,766 as compared
to $1,508 for the corresponding period in 2000. Total expenses were $155,089,
including a $12,107 provision for depreciation and $20,000 in stock-based
compensation. By comparison, during the six-month period ended June 30, 2000,
expenses were $23,185 which included a $20,000 expenditure for consulting in
respect to preparation of the corporate business plan.

Liquidity and Capital Resources

The cash balance for the period June 30, 2001 was $8,858 compared to $43,102 at
June 30, 2000. This decrease was primarily due to increases in operating
expenditures related to DV-Canada after its acquisition in December 2000. For
the period ended June 30, 2001, the Company's operating activities used net cash
of $36,747 compared to $21,089 in the comparable period in 2000. The Company's
financing activities during the period provided net cash of $11,000 which
consisted of a private placement of 11,000 shares of common stock at a price of
$1.00 per share.

                                       3
<PAGE>

Working capital was *$164,393** as at June 30, 2001 compared to $42,552 as at
June 30, 2000. The decrease in working capital includes indebtedness of $174,934
due to related parties.

The Company has historically relied upon sales of its common stock, debt
instruments and loans from related parties to finance its operations. Additional
financing will be required to meet its obligations under the Profit Sharing
Agreement and for current and long-term development, marketing, and working
capital. In July 2001, the Company announced a financing subscription totaling
$12,000,000 from two Chinese corporate investors. There can be no assurances
that such financing will actually close. To the extent of any shortfall in
financing, the Company's operations will be delayed, curtailed or prevented, and
the Company may be required to suspend or substantially modify its operations.

There were no income taxes incurred for the reporting period.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is not a party to any pending or to the best of its knowledge, any
threatened legal proceedings. No director, officer or affiliate of the Company,
or owner of record or of more than five percent (5%) of the securities of the
Company, or any associate of any such director, officer or security holder is a
party adverse to the Company or has a material interest adverse to the Company
in reference to pending litigation.

ITEM 2.  SALE OF UNREGISTERED SECURITIES

In April 2001, the Company issued 11,000 restricted shares of its common shares
in a Private Placement pursuant to an exemption provided by Regulation S of the
Securities Act of 1933, as amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the reporting period, no matters were submitted to a vote of security
holders.

ITEM 5.  OTHER INFORMATION

1.   On June 7, 2001, the Company signed an Amended Profit Sharing Agreement
     ("APSA") with Tianjin Teda Yu Cheng Group Co. Ltd. ("Yu Cheng"). Details of
     the original PSA signed on May 1, 2000 have been disclosed in previous
     filings.

*  Less than
** More than

                                       4
<PAGE>

     Key specific details of the APSA which differ from the May 1, 2000
     document are as follows:

     a.  The original PSA, which was entered into by the Company's Canadian
         subsidiary and Yu Cheng, called for the formation of a Chinese domestic
         joint venture between Yu Cheng's subsidiary Yu Xun Digital Hi-Tech Co.
         Ltd. (Yu Xun) and a China Telecom subsidiary, Tianjin Chuang Xian
         Information Development Co. Ltd. (Chuang Xian), the purpose of which
         was to undertake two businesses, (i) an education provider (Edubiz) and
         (ii) an IT system service provider. The parties have elected to
         separate the said businesses whereby Yu Xun will, with the Company,
         undertake the Edubiz and Chuang Xian will undertake the IT business on
         its own.

     b.  The parties agreed that semi-annually net profits will be calculated
         and 20% thereof, or such other amount as agreed to by the parties,
         shall be retained by Yu Xun as working capital and that the balance
         returned to the parties on a 80/20 basis, at each party's option, that
         is to say either party may choose to leave their portion of the net
         profits in the Edubiz as an addition to their loan account with Yu Xun.

     c.  The Company will provide management and capital through its wholly
         owned foreign enterprise, Tianjin Navada Digital World Technologies Co.
         Ltd.

     d.  The Company will provide capital of not less than $250,000 US (Capital)
         contributed over 12 months or as otherwise agreed to by the parties. In
         the event that the Capital is not raised within the said 12 months, the
         profit allocation percentage shall be adjusted based on the percentage
         of the $250,000 actually raised by the Company.

The Company issued a press release on June 18, 2001, announcing the signing of
the amended profit sharing agreement.

2.   On July 16, 2001, the Company signed an Offshore Securities Subscription
     Agreements with two Chinese corporations - Tianjin Global Magnetic Card Co.
     Ltd. ("TGM") and Tianjin Teda Yu Cheng Group Co. Ltd. ("Yu Cheng"), the
     Company's controlling shareholder, for 10,000,000 common shares and
     2,000,000 common shares respectively, all at a price of $1.00 each.

     TGM is one of the largest credit and smart card manufacturers in the
     Asia-Pacific Region. It was the first card manufacturer in China to be
     accredited by MasterCard International and Visa International and is the
     only company in its field in China that trades publicly which it has done
     since 1993 through the Shanghai Exchange.

     TGM produces magnetic and smart cards and related integration and
     application systems for domestic and foreign markets.

                                       5
<PAGE>

     TGM is also one of the National Mints for the People's Republic of China
     printing financial documents and packaging products. TGM is rapidly
     expanding its involvement with applications and uses of next generation
     smart cards throughout China. These initiatives require leading edge
     technology as well as access to a broader range of capital markets to
     develop them. To meet these needs, TGM is investing in firms like the
     Company and its new business unit, Digital Village RF Superconductor
     Technology Inc., which is developing micro super conducting devices.

     The Company issued a news release on July 12, 2001 announcing the receipt
     of the two signed subscription agreements.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     a.  (i) The following is a list of exhibits filed as part of this quarterly
         filing on Form 10QSB.

         -   Financial statements for the period ended June 30, 2001.

     b.  Filings on Form 8-K

         - None -


                                  SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        DIGITAL VILLAGE WORLD TECHNOLOGIES INC.


                                        /s/ Richard Wang
                                        ---------------------------------------
                                        Richard Wang, President

Date:    August 15, 2001

                                       6
<PAGE>

                               MOEN AND COMPANY
                             CHARTERED ACCOUNTANTS

PO Box 10129
1400 IBM Tower                                   Telephone:        (604)662-8899
701 West Georgia Street                                Fax:        (604)662-8809
Vancouver, BC, Canada, V7Y 1C6

--------------------------------------------------------------------------------


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT
                     --------------------------------------



Board of Directors and Stockholders
Digital Village World Technologies, Inc. (formerly Body Concepts, Corp.)
(A Nevada Corporation)
(A Development Stage Company)

We have reviewed the accompanying Consolidated Balance Sheets of Digital Village
World Technologies, Inc. (formerly Body Concepts, Corp.) (A Nevada Corporation)
(A Development Stage Company) as of June 30, 2001 and June 30, 2000, and the
Statements of Operations, Cash Flows and Changes in Stockholders' Equity for the
six month periods then ended. These financial statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with United States generally accepted accounting principles (GAAP).



                                                          "Moen and Company"

                                                       Chartered Accountants

Vancouver, British Columbia, Canada
July 23, 2001

                                       7
<PAGE>

                    DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                         (formerly Body Concepts, Inc.)
                             (A Nevada Corporation)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  June 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)


Note 1.    ORGANIZATION AND NATURE OF BUSINESS

           The Company was incorporated under the laws of the State of Nevada on
           September 15, 1998, as Body Concepts, Inc. On May 25, 2000 the
           Company changed its name from Body Concepts, Inc. to Digital Village
           World Technologies, Inc.

           On May 19, 2000 the Company increased its authorized capital stock
           from 25,000,000 common shares with a par value of $0.001 to
           62,500,000 common shares with a par value of $0.0004.

           On May 19, 2000 the Company completed a 2.5:1 forward split of its
           outstanding stock. This forward split increased the number of issued
           and outstanding shares from 1,750,000 common shares to 4,375,000
           common shares.

           Pursuant to the terms of a share exchange which was effective as of
           December 18, 2000, the Company acquired all of the issued and
           outstanding stock of Digital Village World Technologies (Canada) Inc.
           ("DVC") in exchange for the issuance of 8,490,000 shares of its
           authorized but previously unissued common stock, which shares were
           valued at par value for purposes of the acquisition. The acquisition
           was accounted for as a purchase, and accordingly, the operating
           results for DVC will be reported only for the period subsequent to
           the acquisition. Assets and liabilities of DVC at the date of
           acquisition on December 18, 2000, are as follows:

<TABLE>
                 <S>                                                              <C>
                  Assets
                      Cash and cash equivalents                                   $        56,725
                      Accounts receivable                                                  10,285
                      Fixed assets, net                                                    83,028
                                                                                  ---------------
                                                                                          150,038
                                                                                  ---------------
                  Liabilities
                      Accounts payable                                                     13,161
                      Current portion of loan                                               6,811
                      Due to related company                                               20,000
                      Due to related parties                                              144,423
                                                                                  ---------------
                                                                                          184,395
                      Long-term loan                                                       10,785
                                                                                  ---------------
                                                                                          195,180
                                                                                  ---------------
                  Net assets  (liabilities)                                               (45,142)
</TABLE>

                                       8
<PAGE>

<TABLE>
                 <S>                                                              <C>
                  Cumulative translation, included in above,
                      Booked in stockholders' equity of the Company                           468
                                                                                  ---------------
                                                                                          (44,674)
                  Goodwill on acquisition (note 5)                                         48,070
                                                                                  ---------------
                  Issuance of 8,490,000 common shares at par value                $         3,396
                                                                                  ===============
</TABLE>

Note 1.    ORGANIZATION AND NATURE OF BUSINESS (cont'd)

           DVC is a Canadian company incorporated in the Province of British
           Columbia, Canada. DVC is an internet content provider that provides
           bi-lingual content in Chinese and English, technical services to
           companies in China, and provides third party internet services such
           as web design, web hosting and content development for firms that
           specialize in naturopathic and traditional eastern health sciences in
           North America.

           The historical information of Digital Village World Technologies,
           Inc. that is the basis for the pro forma information at December 18,
           2000 is as follows:

<TABLE>
               <S>                                                      <C>
                Summary Balance Sheet
                  Assets
                      Cash                                               $      44,171
                      Advances to related company                               20,000
                                                                         -------------
                                                                         $      64,171
                                                                         =============
                  Liabilities
                      Accounts payable                                           1,871
                                                                         -------------
                  Stockholders' equity
                      Capital stock - par value                                  1,750
                                    - additional paid-in capital                75,750
                                                                         -------------
                                                                                77,500
                  Deficit                                                      (15,200)
                                                                         -------------
                                                                                62,300
                                                                         -------------
                                                                         $      64,171
                                                                         =============
</TABLE>

Note 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


           Principles of consolidation

           The accompanying consolidated financial statements include the
           accounts of the Company and its wholly-owned subsidiary, Digital
           Village World Technologies (Canada) Inc. All significant intercompany
           transactions and balances have been eliminated.


           Basis of presentation

                                       9
<PAGE>

           These financial statements have been prepared in accordance with
           Accounting Principles Generally Accepted in the United States
           ("USGAAP).


           Development stage company
           The accompanying financial statements have been prepared in
           accordance with the provisions of Statement of Financial Accounting
           Standard No. 7, "Accounting and Reporting by Development Stage
           Enterprises".

Note 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)



           Use of estimates
           The preparation of financial statements in conformity with USGAAP
           requires management to make estimates and assumptions that affect the
           reported amounts of assets and liabilities and disclosure of
           contingent assets and liabilities at the dates of the financial
           statements and the reported amounts of revenues and expenses during
           the reporting periods. Actual results could differ from those
           estimates.


           Cash and cash equivalents
           Cash and cash equivalents consist of cash on deposit and highly
           liquid short-term interest bearing securities with a maturity at the
           date of purchase of three months or less.


           Income Taxes
           Provisions for income taxes are based on taxes payable or refundable
           for the current year and deferred taxes on temporary differences
           between the amount of taxable income and pretax financial income and
           between the tax bases of assets and liabilities and their reported
           amounts in the financial statements. Deferred tax assets and
           liabilities are included in the financial statement at currently
           enacted income tax rates applicable to the period in which the
           deferred tax assets and liabilities are expected to be realized or
           settled as prescribed in FASB Statement No. 109, Accounting for
           Income Taxes. As changes in tax laws or rate are enacted, deferred
           tax assets and liabilities are adjusted through the provision for
           income taxes.


           Compensated absences
           Employees of the corporation are entitled to paid vacations, sick
           days and other time off depending on job classification, length of
           service and other factors. It is impractical to estimate the amount
           of compensation for future absences, and accordingly, no liability
           has been recorded in the accompanying financial

                                       10
<PAGE>

           statements. The corporation's policy is to recognize the costs of
           compensated absences when paid to employees.


           Net profit per share
           The Company adopted Statement of Financial Accounting Standards No.
           128 that requires the reporting of both basic and diluted earnings
           per share. Basic earnings per share is computed by dividing net
           income available to common shareowners by the weighted average number
           of common shares outstanding for the period. Diluted earnings per
           share reflects the potential dilution that could occur if securities
           or other contacts to issue common stock were exercised or converted
           into common stock. In accordance with FASB 128, any anti-dilution
           effects on net loss per share are excluded.






Note 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)


           Disclosure about fair value of financial instruments The Company has
           financial instruments, none of which are held for trading purposes.
           The Company estimates that the fair value of all financial
           instruments at March 31, 2001 as defined in FASB 107, does not differ
           materially from the aggregate carrying values of its financial
           instruments recorded in the accompanying balance sheet. The estimated
           fair value amounts have been determined by the Company using
           available market information and appropriate valuation methodologies.
           Considerable judgment is required in interpreting market data to
           develop the estimates of fair value, and accordingly, the estimates
           are not necessarily indicative of the amounts that the Company could
           realize in a current market exchange.


           Concentration of credit risk
           Financial instruments that potentially subject the Company to a
           significant concentration of credit risk consist primarily of cash
           and cash equivalents which are not collateralized. The Company limits
           its exposure to credit loss by placing its cash and cash equivalents
           with high credit quality financial institutions.


           Fixed assets
           Fixed assets are stated at cost less accumulated depreciation.
           Depreciation is recorded on the following rates:

              Office equipment    - 20% per annum on the declining balance basis

                                       11
<PAGE>

             Vehicles            - 30% per annum on the declining balance basis
             Computer equipment  - 30% per annum on the declining balance basis

             As at June 30, 2001, the fixed assets and accumulated depreciation
             are as follows:

<TABLE>
<CAPTION>
                                         At Cost     Accumulated      Net Book
                                      (12/18/00)    Depreciation         Value
                                    ------------   -------------  ------------
              <S>                   <C>            <C>                   <C>
              Office equipment      $      5,430   $         561         4,869
              Vehicles                    28,350           4,403        23,947
              Computer equipment          49,248           7,649        41,599
                                    ------------   -------------  ------------
                                    $     83,028   $      12,613  $     70,415
                                    ============   =============  ============
</TABLE>


           Long-lived assets
           Statement of Financial Accounting Standards No. 121, "Accounting for
           the Impairment of Long-Lived Assets and for Long-Lived Assets to be
           Disposed Of," requires that long-lived assets be reviewed for
           impairment whenever events or changes in circumstances indicate that
           the carrying amount of the asset in question may not be recoverable.
           This standard did not have a material effect on the Company's results
           of operations, cash flows or financial position.


Note 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)


           Foreign currency translation

           The functional currency of the parent Company Digital Village World
           Technologies, Inc. is the United States Dollar and of Digital Village
           World Technologies (Canada) Inc. is the Canadian Dollar and the
           reporting currency on a consolidated basis is the United States
           Dollar.

           The assets, liabilities, and operations of the Company are expressed
           in the functional currency of the Company in United States Dollars.
           Operations of the subsidiary Digital Village World Technologies
           (Canada) Inc. are in Canadian Dollars and in conformity with US GAAP
           they are translated into the reporting currency, the United States
           Dollar.

           Monetary assets and liabilities are translated at the current rate of
           exchange.

           The weighted average exchange rate for the period is used to
           translate revenue, expenses, and gains or losses from the functional
           currency to the reporting currency.

                                       12
<PAGE>

           The gain or loss on translation is reported as a separate component
           of stockholders' equity and not recognized in net income. Gains or
           losses on remeasurement are recognized in current net income.

           Gains or losses from foreign currency transactions are recognized in
           current net income.

           Fixed assets are measured at historical exchange rates that existed
           at the time of the transaction.

           Depreciation is recorded at historical exchange rates that existed at
           the time the underlying related asset was acquired.

           An analysis of the changes in the cumulative translation adjustment
           as disclosed as part of stockholders' equity, is as follows:

<TABLE>
<CAPTION>
                                                  Six Months Ended
                                                     June 30,
                                             --------------------------
                                                 2001            2000
                                             -----------   ------------
         <S>                                 <C>           <C>
         Beginning balance                   $      (468)  $         --
         Change during the period                    265             --
                                             -----------   ------------
         Ending balance                      $      (203)  $         --
                                             ===========   ============
</TABLE>


Note 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

           The effect of exchange rate changes on cash balances forms part of
           the reconciliation of change in cash and cash equivalents during the
           period.


           Revenue Recognition
           The Securities and Exchange Commission (SEC) issued Staff Accounting
           Bulletin (SAB) 101, Revenue Recognition in Financial Statements, in
           December 1999. The SAB summarizes certain of the SEC staff's views in
           applying generally accepted accounting principles to revenue
           recognition in financial statements. During the current year, the
           Company performed a review of its revenue recognition policies and
           determined that it is in compliance with SAB 101.



           Web Site Development Expenses
           Web site development expenses relate to the development of new online
           services and consist of employee compensation, as well as costs for
           content, facilities and equipment. The consensus in the Financial
           Accounting Standards Board

                                       13
<PAGE>

           Emerging Issues Task Force (EITF) Issue No. 00-2, Accounting for Web
           Site Development Costs, requires that certain costs to develop Web
           sites be capitalized (and amortized) or expensed, depending on the
           nature of the costs.


           Shipping and Handing Fees and Costs
           In September 2000, the Financial Accounting Standards Board Emerging
           Issues Task Force (EITF) reached a final consensus on EITF Issue No.
           00-10, Accounting for Shipping and Handling Fees and Costs. This
           consensus requires that all amounts billed to a customer in a sale
           transaction related to shipping and handling, be classified as
           revenue. The Company historically has netted shipping charges to
           customers with shipping and handling costs which are included in
           operating expenses in the Statements of Operations. With respect to
           the classification of costs related to shipping and handling incurred
           by the seller, the EITF determined that the classification of such
           costs is an accounting policy decision that should be disclosed. The
           Company will adopt the consensus in the Issue in fiscal 2001.

Note 3.  CASH AND CASH EQUIVALENTS - $8,828

           The total for cash and cash equivalents as at June 30, 2001, is made
           up as follows:

<TABLE>
              <S>                                        <C>
              Cash in bank current accounts              $       5,329
              Cash in lawyer's trust account                     3,499
                                                         -------------
              Total                                      $       8,828
                                                         =============
</TABLE>



Note 4.  ACCOUNTS RECEIVABLE - $11,706
           The accounts receivable of $11,706 as at June 30, 2001 is the
           Canadian Goods and Services Taxes refundable

Note 5.  GOODWILL - $48,070

           On December 18, 2000 the acquisition of Digital Village World
           Technologies (Canada) Inc. included liabilities that exceeded the
           assets by $44,674 and the consideration of 8,490,000 treasury shares
           at par value of $0.0004 per share or $3,396, resulted in goodwill on
           the transaction of $48,070 that is being amortized over ten years,
           commencing after revenue commences from proposed operations.

Note 6.  ACCOUNTS PAYABLE - $8,289

           Details of the total of accounts payable and accrued as at June 30,
           2001, are as follows:

                                       14
<PAGE>

<TABLE>
              <S>                                            <C>
              Blake, Cassels & Graydon, LLP                  $     2,332
              Frascona, Joiner, Goodman and Greenstein, P.C.
                  Accrued legal fees                               1,871
              Payroll and payroll deductions payable               4,086
                                                             -----------
              Total                                          $     8,289
                                                             ===========
</TABLE>

Note 7.  RELATED PARTY TRANSACTIONS - $174,934

           The amount of $144,423 is due to a related party, Tianjin Teda Yu
           Cheng Group. $30,511 is due to Directors of the Company as at June
           30, 2001 for loans that they have advanced to the Company. These
           amounts are unsecured, non interest bearing, with no specific terms
           of repayment.

Note 8.  LOAN PAYABLE - $15,325

           As at January 1, 2000, Mr. Richard Wang, Director and President of
           the Company transferred a loan to DVC which was signed by him on June
           21, 1999 with Ford Credit Canada Limited for financing of CAD$40,869
           for purchase of a new vehicle with the interest rate of 0.10% per
           annum for a total of 48 payments with each payment of CAD$851.44
           principal and interest. This vehicle is owned by the Company. The
           first payment commenced on July 21, 1999 and the last payment is due
           on June 21, 2003. This loan is guaranteed by Mr. Richard Wang. As at
           June 30, 2001, the principal balance is as follows:

<TABLE>
                         <S>                                     <C>
                         Initial loan                            $     27,246
                         Repayment to June 30, 2001                    13,624
                                                                 ------------
                         Balance, June 30, 2001                        13,622
                         Current portion of loan                        6,811
                                                                 ------------
                         Long term loan at June 30, 2001         $      6,811
                                                                 ============
</TABLE>

Note 9.  LEASE OBLIGATIONS

           a)  Vehicle Lease
               On January 19, 2000, DVC entered into a 36 month lease with
               Lansdowne Dodge City Ltd. for a vehicle to be used by the
               Company. Lease payments are expensed as they are incurred. Lease
               obligations are as follows:

<TABLE>
                           <S>                 <C>
                           2001                CAD$  8,000
                           2002                CAD$  8,000
                           2003                CAD$    667
</TABLE>

           b)  Lease of Premises
               DVC has lease obligations for office premises in 2001 for
               CAD$25,369.

Note 10. CAPITAL STOCK

           a)  Authorized: 62,500,000 common shares with a par value of $0.0004
               per share.
           b)  Issued and outstanding common shares as at June 30, 2001, are as
               follows:

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                                                         Additional
                                Issued            Number of                Par            Paid-in
                                 Date               Shares                Value           Capital             Total
                            -------------    ------------------      -------------    --------------     --------------
<S>                         <C>              <C>                 <C>                <C>               <C>
private placement                 9/15/98             1,000,000  $           1,000  $          1,500  $           2,500
private placement                12/31/98               750,000                750            74,250             75,000
                                             ------------------      -------------    --------------     --------------
Balance                          12/31/98             1,750,000              1,750            75,750             77,500
                                             ------------------      -------------    --------------     --------------
Balance                          12/31/99             1,750,000              1,750            75,750             77,500
                                             ------------------      -------------    --------------     --------------
Balance, before
  forward split                   5/19/00             1,750,000  $           1,750  $         75,750  $          77,500
                                             ==================      =============    ==============     ==============
2.5:1 forward split               5/19/00             4,375,000              1,750            75,750             77,500
Share exchange                   12/18/00             8,490,000              3,396                                3,396
                                             ------------------      -------------    --------------     --------------
Balance                          12/31/00            12,865,000              5,146            75,750             80,896
issued for cash                    2/7/01                10,000                  4             9,996             10,000
issued for compensation           3/30/01                20,000                  8            19,992             20,000
issued for cash                    4/6/01                11,000                  4            10,996             11,000
                                             ------------------      -------------    --------------     --------------
Balance                           6/30/01            12,906,000  $           5,162  $        116,734  $         121,896
                                             ==================      =============    ==============     ==============
</TABLE>



Note 11.  INCOME TAXES

           a)  The most recent Federal Income Tax filing for the Company for the
               US was for the year ended December 31, 2000, disclosing no income
               taxes payable to the US Internal Revenue Service.

Note 11.  INCOME TAXES (cont'd)

           b)  There is a loss of $174,412 carried forward that may be applied
               towards future profits.
               No deferred income taxes are recorded as an asset. A reserve has
               been claimed that offsets the amount of tax credit available
               from use of the loss carry forward because there is presently no
               indication that these tax losses will be utilized.

Note 12.  FINANCIAL INSTUMENTS

           The Company's financial instruments consist of cash and cash
           equivalents, accounts receivable, prepaid expenses and deposit,
           accounts payable and accrued, current portion of loan, due to related
           parties and long-term loan payable. It is management's opinion that
           the Company is not exposed to significant interest, currency or
           credit risks arising from these financial instruments. The fair value
           of these financial statements approximates their carrying values.

                                       16
<PAGE>

Note 13.  PENSION AND EMPLOYMENT LIABILITIES

           The Company does not have liabilities as at June 30, 2001, for
           pension, post-employment benefits or post-retirement benefits. The
           Company does not have a pension plan.

Note 14.  NEW BUSINESS - PROFIT SHARING AGREEMENT

           By agreement for reference dated May 1, 2000 and as amended on May
           31, 2001, Digital Village World Technologies Inc, subsequently
           renamed Digital Village World Technologies (Canada) Inc., ("DVC")
           entered into an agreement with TianJin TEDA Yu Cheng Group Co Ltd., a
           wholly owned subsidiary of the People's Daily Newspaper Group in
           China with its principal place of business in Tianjin, the People's
           Republic of China.("Yu Cheng").

           (a)  Proposed New Business Operations.

                (i)     Yu Cheng has formed a new domestic Chinese company
                        called Yuxun Digital Hi-Tech Co Ltd. ("Yuxun") which is
                        a local Internet Service Provider (ISP) in the Tianjin
                        region;
                (ii)    Yuxun has agreed to form a domestic joint venture with
                        Tianjin Chuang Xian Information Development Co Ltd
                        ("Chuang Xian") that will assume Yuxun's ISP business
                        and Chuang Xian's IT services to form a new business
                        (New Business);
                (iii)   The New Business requires working capital; Yu Cheng is
                        the controlling shareholder of DVC and as such wishes to
                        advance the business of DVC in China by having DVC
                        provide overall management for the New Business and to
                        raise working capital for the New Business in accordance
                        with this agreement.

Note 14.  NEW BUSINESS - PROFIT SHARING AGREEMENT (cont'd)

           (b)  Management of New Business / Working Capital
                (i)     YU Cheung hereby appoints DVC to be its manager to
                        manage the affairs of the New Business for a term of 25
                        years, unless terminated earlier as provided herein,
                        provided that (ii)
                (ii)    DVC assumes the responsibility for raising all working
                        capital requirements of the New Business.

           (c)  Profit Sharing
                (i)     Yu Cheung hereby agrees that 80% of the net profits of
                        the New Business (Profit Allocation) will be earned by
                        DVC provided DVC raises the required working capital, as
                        hereinafter defined, and provides the senior management,
                        as hereinafter defined, for the New Business.)
                (ii)    Net Profits will be defined according to GAAP as
                        determined by the auditor of the New Business, approved
                        by DVC.

                                       17
<PAGE>

                (iii)   The parties agree that semi-annually Net Profits will be
                        determined and 20% thereof, or such other amount agreed
                        to by the parties, shall be retained by the New Business
                        as working capital and that the balance distributed to
                        the parties on a 80/20 basis, 80% for DVC and 20% for Yu
                        Cheung, respectively, at each parties option. Either
                        party may choose to leave their portion of the Net
                        Profits in the New Business as addition to a loan
                        account owed to that party by the New Business.

           (d)  Management
                (i)     DVC will form a new Chinese firm, a wholly owned foreign
                        enterprise (WOFE) which will provide no fewer than two
                        senior executives, at DVC's cost, to provide on-going
                        executive management for the New Business.
                (ii)    Yu Cheng agrees that DVC may appoint 2 out of 5 persons
                        to be directors of the New Business.

           (e)  Conversion to Equity
                The parties acknowledge that it is their intention to treat
                DVC's Profit Allocation as a substitute to owning 80% of the
                equity of the New Business and therefore as and when the rules
                of China permit DVC to own, through the WOFE, shares in the New
                Business, it is agreed that the parties will take such steps as
                are necessary to have shares issued to the WOFE and upon such
                event occurring the Profit Allocation will be adjusted, to
                ensure that the underlying 80/20 arrangement is adhered to.





Note 14.  NEW BUSINESS - PROFIT SHARING AGREEMENT (cont'd)
           (f)  Capital
                (i)     DVC, through the WOFE, will provide capital of not less
                        than $500,000 US contributed over 12 months or as
                        otherwise agreed to by the parties hereto.
                (ii)    In the event that the Capital is not raised within the
                        said 12 months, the Profit Allocation shall be adjusted
                        based on the percentage actually raised of the $500,000
                        US.
                (iii)   Yu Cheung will assist the WOFE to have all capital
                        contributions registered as loans to the New Business,
                        in order to ensure that when the New Business is able,
                        that DVC will be able to repatriate the Capital out of
                        China should DVC so elect.

           (g)  Annual Budget
                The parties agree that they will on an annual basis agree upon
                an annual budget, prepared in accordance with United States GAPP
                and that unless

                                       18
<PAGE>

                otherwise agreed, the New Business will be managed in accordance
                with the annually agreed upon budget.

           (h)  Assignment
                The Parties agree that DVC may assign this agreement to any 3rd
                party provided that any assignee agrees to be bound by the terms
                of this agreement.

           (i)  Termination
                (i)     This Agreement shall terminate and be of no further
                        force or effect if DVC fails to meet any material
                        obligation of this Agreement, or DVC files a voluntary
                        petition in bankruptcy, or an involuntary petition in
                        bankruptcy is filed against DVC , or DVC is liquidated
                        or its business transferred to a receiver, or DVC makes
                        a general assignment of all its assets on behalf of
                        creditors.
                (ii)    Upon the occurrence of any event as set out in i(i),
                        above, Yu Cheng shall send a written notice to DVC
                        stating the nature of the breach. If the breach is
                        curable DVC shall have thirty days from the date of the
                        notice to cure the breach.

           (j)  Notice
                Notices as to disputes or termination to be given under this
                Agreement shall be signed by the party giving such notice and
                mailed by certified or registered mail, addressed to the party
                to be notified at its then current business address as set forth
                at the beginning of this Agreement or as subsequently changed by
                giving notice. Notice as to address changes, pricing changes,
                warranty changes and other matters relating to policy and
                business may by given to such addresses, by facsimile
                transmission, telex, telegram or first class mail. Notices by
                mail shall be deemed given three days after mailing.

     Note 14. NEW BUSINESS - PROFIT SHARING AGREEMENT (cont'd)
           (k)  Settlement of disputes and Governing Law
                (i)     In the event a dispute arises in connection with the
                        interpretation or implementation of this Agreement, the
                        parties to the dispute shall attempt in the first
                        instance to resolve such dispute through amicable
                        consultations. If the dispute cannot be resolved in this
                        manner within thirty (30) days after first conferring,
                        then any or all parties to the dispute may refer the
                        dispute to arbitration by the Beijing International
                        Arbitration Committee ("Committee"). The number of
                        arbitrators shall be three. The claimant(s) in the
                        dispute shall appoint one arbitrator within thirty (30)
                        days

                                       19
<PAGE>

                        of filing notice of the arbitration, and the
                        respondent(s) in the dispute shall appoint one
                        arbitrator within thirty (30) days thereafter. If the
                        respondent fails to so appoint an arbitrator, the
                        Arbitration Centre shall appoint the second arbitrator.
                        The two arbitrators thus appointed shall choose the
                        third arbitrator, and if they fail to do so within
                        thirty (30) days after the appointment of the second
                        arbitrator, the third arbitrator shall be appointed by
                        the Committee. The arbitration proceedings shall be
                        conducted in the English language.
                (ii)    Any award of the arbitrators shall be final and binding
                        on the parties. The costs of arbitration shall be borne
                        by the losing party, unless the arbitrators determine
                        that this would be inequitable. The parties agree and
                        recognize that any award of the arbitrators shall be
                        recognizable and enforceable in any court having
                        jurisdiction over the party against whom the award was
                        rendered, and also wherever assets of such party are
                        located.
                (iii)   The legal relations between the parties under this
                        contract shall be interpreted in accordance with the
                        substantive laws of China. Any disputes between the
                        parties concerning their legal obligations arising under
                        this contract which are submitted to arbitration
                        pursuant to this clause shall be decided pursuant to the
                        substantive laws of China.

           (l)  Non Competition
                The parties agree that during the currency of this agreement
                that they will not, directly or indirectly, in any manner
                whatsoever, be engaged in any business competitive to the
                business of New Business or advise or be concerned with or
                interested or lend money to/or guaranty the debts or obligations
                of a competitive business.




Note 15.  CONSULTING AGREEMENT - BRIAN ROBERTS

           By agreement dated February 1, 2000, in accordance to the law of
           British Columbia, Canada, Digital Village World Technologies Inc.,
           subsequently renamed Digital Village World Technologies (Canada)
           Inc., entered into a Consulting Agreement with Brian Roberts
           ("Roberts") whereby he would assist the Company in completion of its
           Business Plan and set up its administrative

                                       20
<PAGE>

           systems, on a month to month basis. Either party may terminate this
           agreement, with or without cause, upon thirty days notice to the
           other party.

           Terms and Conditions of the agreement:

           (a)  Remuneration

                (i)     The Company agrees to issue 250,000 fully paid common
                        shares of DVC at par value, for all services to be
                        performed by Roberts under this agreement
                (ii)    Roberts agrees to enter a pooling agreement at the time
                        the shares are issued wherein he agrees that he will not
                        sell, transfer or otherwise dispose of any of the Shares
                        before 18 months has elapsed from the date the Shares,
                        directly or indirectly, become publicly traded.

           (b)  Expenses

                In addition to the Shares, in (a), above, DVC shall reimburse
                Roberts, for all reasonable and necessary business expenses
                incurred by him in the performance of his duties, including,
                without limitation, expenses for travel, meals, entertainment
                and other miscellaneous business expenses. Roberts shall submit
                to DVC written, itemized expense accounts for approval with such
                additional substantiation and justification as DVC may
                reasonably request.

           (c)  Non-Competition

                During the term of this agreement and for a term of one year
                after its termination, Roberts covenants and agrees that he will
                not directly or indirectly, whether as owner, shareholder,
                director, agent, officer, consultant, independent contractor, or
                in any other capacity whatsoever, of a corporation, partnership
                or proprietorship, compete with DVC or any of its affiliates.







Note 16.  SUBSEQUENT EVENTS

           Proposed Equity Funding - $12,000,000

                                       21
<PAGE>

           On July 16, 2001, the Company signed Offshore Securities Subscription
           Agreements with Tianjin Global Magnetic Card Co. Ltd. ("TGM") and
           Tianjin Teda Yu Cheng Group Co. Ltd. ("Yu Cheng"), the Company's
           present controlling shareholder, for 10,000,000 common shares and
           2,000,000 common shares, respectively , all at a price of $1.00 each,
           for the issuing a total of 12,000,000 common shares of the Company at
           a price of $1.00 per share. Details are as follows:

           Yu Cheng agreed to purchase 2,000,000 common shares and TGM agreed to
           purchase 10,000,000 common shares at the mutually agreed date.

           TGM is one of the largest credit and smart card manufactures in the
           Asia-Pacific Region. It was the first card manufacturer in China to
           be accredited by MasterCard International and Visa International and
           is the only company in its field in China that trades publicly which
           it has done since 1993 through the Shanghai Exchange.

           TGM produces magnetic and smart cards and related integration and
           application systems for domestic and foreign markets. TGM is also one
           of the national Mints for the People's Republic of China printing
           financial documents and packaging products. TGM is repidly expanding
           the applications and the use of next generation smart cards for China
           wide application. These initiatives require leading edge technology
           as well as access to a broader range of capital markets to develop
           them. To meet these needs TGM is investing in firms like the Company
           and its new business unit, Digital Village RFS Technology Inc., which
           is developing micro super conducting devices.

           No definitive agreements relating to the above issuing date have been
           signed at the date of these financial statements, and would be
           subject to regulatory approvals.

                                       22
<PAGE>

                    DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                         (FORMERLY BODY CONCEPTS, INC.)
                             (A Nevada Corporation)
                          (A Development Stage Company)
                           Consolidated Balance Sheets
                         June 30, 2001 and June 30, 2000
                                 (In US Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                         2001         2000
                                                                                      ---------    ---------
                                                         Assets
<S>                                                                                   <C>          <C>
Current Assets
    Cash and cash equivalents (note 3)                                                $   8,828    $  43,102
    Accounts receivable (note 4)                                                         11,706           --
    Prepaid expenses and deposit                                                          5,107           --
                                                                                      ---------    ---------
                                                                                         25,641       43,102
                                                                                      ---------    ---------
Fixed Assets, at cost (note 2)                                                           83,028           --
    Less:  accumulated depreciation                                                     (12,613)          --
                                                                                      ---------    ---------
                                                                                         70,415           --
                                                                                      ---------    ---------
Goodwill, at cost (note 5)                                                               48,070           --
                                                                                      ---------    ---------
                                                                                      $ 144,126    $  43,102
                                                                                      =========    =========

                                           Liabilities and Stockholders' Equity

Current Liabilities
    Accounts payable and accrued (note 6)                                             $   8,289    $     550
    Current portion of loan (note 8)                                                      6,811
    Due to related parties (note 7)                                                     174,934           --
                                                                                      ---------    ---------
                                                                                        190,034          550
                                                                                      ---------    ---------
Long-term Liabilities
    Loan payable (note 8)                                                                 6,811           --
                                                                                      ---------    ---------
Stockholders' Equity
    Capital stock (note 10)
      Authorized
        62,500,000 common shares at $0.0004 par value
      Issued
        12,906,000 common shares (2000 - 4,375,000 shares - post split) - par value       5,162        1,750
        Paid in capital in excess of par value of stock                                 116,734       75,750
                                                                                      ---------    ---------
                                                                                        121,896       77,500
    Deficit, accumulated during the development stage                                  (174,412)     (34,948)
    Cumulative translation (note 2)                                                        (203)          --
                                                                                      ---------    ---------
                                                                                        (52,719)      42,552
                                                                                      ---------    ---------
                                                                                      $ 144,126    $  43,102
                                                                                      =========    =========
</TABLE>


Approved on behalf of the board:

"Richard Wang"       , Director
---------------------

"Edward Chen"        , Director
---------------------

       See Accompanying Notes and Independent Accountants' Review Report
<PAGE>

                   DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                        (FORMERLY BODY CONCEPTS, INC.)
                            (A Nevada Corporation)
                         (A Development Stage Company)
                     Consolidated Statements of Operations
                                (In US Dollars)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                            Cumulative From
                                             Inception Date                                           Six Months
                                            of Sep. 15, 1998           Quarter Ended                     Ended
                                              to June 30,                 June 30,                      June 30,
                                                              ----------------------------   ----------------------------
                                                2001              2001            2000           2001            2000
                                            ------------      ------------    ------------   ------------    ------------
<S>                                         <C>               <C>             <C>             <C>            <C>
Revenue
    Interest and other income               $      7,620      $               $        753    $     3,766    $      1,508
                                            ------------      ------------    ------------    -----------    ------------

Administration Costs
    Advertising                                      712                --              --             --              --
    Bank charges and interest                      1,315               290             102            810             135
    Consulting                                     7,327                --          20,000          1,323          20,000
    Depreciation                                  12,613             6,758              --         12,107              --
    License, dues and insurance                      985                --              --             --              --
    Office costs                                   4,423               927              --          4,105              --
    Rentals and leases                            16,632             8,362            (200)        14,411             300
    Professional fees                             32,413               800           2,000         24,476           2,550
    Salary and benefits                           40,202             9,798              --         36,255              --
    Stock-based compensation                      20,000                --              --         20,000              --
    Telephone and utilities                       14,352             1,995              --         13,819              --
    Transfer agent and filing fees                 7,247                --             (60)         5,911             200
    Travel and promotion                          23,811             7,817              --         21,872              --
                                            ------------      ------------    ------------    -----------    ------------
                                                 182,032            36,747          21,842        155,089          23,185
                                            ------------      ------------    ------------    -----------    ------------

Net profit (loss) for the period            $   (174,412)     $    (36,747)   $    (21,089)   $  (151,323)   $    (21,677)
                                            ============      ============    ============    ===========    ============

Basic and diluted profit (loss) per share                     $      (0.00)   $      (0.00)   $     (0.01)   $      (0.00)
                                                              ============    ============    ===========    ============
Weighted average number of
    common shares used to
    compute basic and fully
    diluted loss per share                                      12,902,366       4,375,000     12,888,666       4,375,000
                                                              ============    ============    ===========    ============
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report


<PAGE>

                   DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                        (FORMERLY BODY CONCEPTS, INC.)
                            (A Nevada Corporation)
                         (A Development Stage Company)
                     Consolidated Statements of Cash Flows
                                (In US Dollars)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                        Cumulative From
                                         Inception Date                                    Six Months
                                        of Sep. 15, 1998        Quarter Ended                Ended
                                          to June 30,              June 30,                 June 30,
                                                            ----------------------    ----------------------
                                              2001            2001          2000        2001          2000
                                        ----------------    ---------    ---------    ---------    ---------

<S>                                     <C>                 <C>          <C>          <C>          <C>
Cash derived from (used for)
    Operating activities
      Net profit (loss) for the period  $       (174,412)   $ (36,747)   $ (21,089)   $(151,323)   $ (21,677)
      Items not requiring use of cash
        Depreciation                              12,613        6,758           --       12,107           --
      Cumulative translation                        (203)         149           --          265           --
      Changes in non-cash
        working capital items
        Accounts receivable                      (11,706)          --           --       (1,386)          --
        Prepaid expenses and deposit              (5,107)          --           --       (5,107)          --
        Accounts payable and accrued               8,289       (7,071)        (344)     (11,390)          --
                                        ----------------    ---------    ---------    ---------    ---------
                                                (170,526)     (36,911)     (21,433)    (156,834)     (21,677)
                                        ----------------    ---------    ---------    ---------    ---------
    Financing activities
      Issuance of shares                         121,896       11,000           --       41,000           --
      Loan payable                                13,622       (1,703)          --       (3,406)          --
      Due to related parties                     174,934       30,511           --       30,511           --
                                        ----------------    ---------    ---------    ---------    ---------
                                                 310,452       39,808           --       68,105
                                        ----------------    ---------    ---------    ---------    ---------
    Investing activities
      Capital assets purchased                   (83,028)          --           --           --           --
      Goodwill                                   (48,070)          --           --           --
                                        ----------------    ---------    ---------    ---------    ---------
                                                (131,098)                       --                        --
                                        ----------------    ---------    ---------    ---------    ---------
Cash and cash equivalents, increase
       (decrease) during the period                8,828        2,897      (21,433)     (88,729)     (21,677)
Cash and cash equivalents,
      beginning of period                                       5,931       64,535       97,557       64,779
                                        ----------------    ---------    ---------    ---------    ---------
Cash and cash equivalents,
      end of period                     $          8,828    $   8,828    $  43,102    $   8,828    $  43,102
                                        ================    =========    =========    =========    =========


</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report